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Talarius PLC (TLS)

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Monday 29 January, 2007

Talarius PLC

Scheme of Arrangement

Talarius PLC
29 January 2007


29 January 2007

For immediate release


           RECOMMENDED REVISED PROPOSALS FOR THE CASH ACQUISITION OF

                                  TALARIUS PLC

                                       by

                            EUROPEAN GAMING LIMITED

       (a joint venture company controlled by Tattersall's and Macquarie)
             to be implemented by means of a scheme of arrangement


                     Court sanctions Scheme of Arrangement


The board of Talarius is pleased to announce that earlier today the Court
sanctioned the scheme of arrangement under s425 Companies Act 1985 to implement
the recommended acquisition of Talarius by European Gaming (a joint venture
company controlled by Tattersall's and Macquarie).

Dealings in Talarius Shares on the AIM market of the London Stock Exchange will
be suspended from 7.00 a.m. (London time) on 30 January 2007.

As previously announced, the Court hearing to confirm the reduction of
Talarius's share capital is expected to take place on 31 January 2007.
Accordingly, the Scheme is expected to become effective on 1 February 2007 and
it is expected that at 7.00 a.m. (London time) on 1 February 2007 trading in the
Talarius Shares on the AIM market of the London Stock Exchange will be
cancelled.

On the basis of the timetable set out in the scheme document posted to Talarius
Shareholders on 1 December 2006 (the "Scheme Document") and the supplemental
scheme document posted to Talarius Shareholders on 29 December 2006 (the
"Supplemental Scheme Document") and in consideration for the cancellation of
their shareholdings, shareholders on Talarius's share register at 6.00 p.m.
(London time) on 30 January 2007 will receive 280 pence in cash for each
Talarius Share held. Any cash consideration due to holders of Talarius Shares
held in uncertificated form will be paid via CREST and any cheques in respect of
any cash consideration due to holders of Talarius Shares held in certificated
form will be despatched in each case within 14 days of the Scheme becoming
effective.

Terms defined but not used in this announcement shall (unless the context
otherwise requires) have the same meanings as set out in the Scheme Document and
the Supplemental Scheme Document.


Enquiries:

Merlin (PR Adviser to European Gaming)                       Tel:
Paul Downes                                                  07900 244 888
Lachlan Johnston                                             07989 304 356

Brunswick (PR Adviser to Talarius)                           Tel:
Jonathan Glass                                               020 7404 5959
Chris Blundell

Panmure Gordon (Broker and joint financial                   Tel:
adviser to European Gaming)
Richard Gray                                                 020 7459 3600
Hugh Morgan

Directors of Talarius                                        Tel:
David Williams                                               020 7248 0802
Nicholas Harding                                             01908 246123
Mark Watts                                                   020 7248 0802

Numis (Financial adviser to Talarius)                        Tel:
Stuart Skinner                                               020 7776 1500
Charles Farquar


Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively as broker and joint financial
adviser to European Gaming and no one else in connection with the Revised
Proposals and will not be responsible to anyone other than European Gaming for
providing the protections afforded to clients of Panmure Gordon or for providing
advice in relation to the Revised Proposals or any other matters referred to in
this Announcement.

Macquarie, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively as joint financial adviser to
European Gaming and no one else in connection with the Revised Proposals and
will not be responsible to anyone other than European Gaming for providing the
protections afforded to clients of Macquarie or for providing advice in relation
to the Revised Proposals or any other matters referred to in this Announcement.


Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority is acting exclusively for Talarius and no one else in
connection with the Revised Proposals and will not be responsible to anyone
other than Talarius for providing the protections afforded to clients of Numis
or for providing advice in relation to the Revised Proposals or any other
matters referred to in this Announcement.


This Announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Revised Proposals or otherwise.

The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This Announcement
has been prepared for the purpose of complying with English law and the Takeover
Code and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom.

The availability of the Revised Proposals to persons not resident in the UK may
be affected by the laws of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of
and observe any applicable requirements.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of Talarius, all "dealings" in any "relevant securities"
of Talarius (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the Effective Date of
the Scheme (or such later date(s) as the Panel may specify). If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of Talarius, they
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Talarius, by European Gaming or Talarius, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the Business Day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel
on telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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